<PAGE>


                               SERIES 1996-C SUPPLEMENT
                                           
                            dated as of September 12, 1996
                                           
                                          to
                                           
                               SPREAD ACCOUNT AGREEMENT
                                           
                             dated as of March 25, 1993,
                                           
                               as amended and restated
                                           
                               as of September 12, 1996
                                           
                                        among
                                           
                                OLYMPIC FINANCIAL LTD.
                                           
                          OLYMPIC RECEIVABLES FINANCE CORP.
                                           
                          FINANCIAL SECURITY ASSURANCE INC.
                                           
                                         and
                                           
                    NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                                           
                          as Trustee and as Collateral Agent

<PAGE>
                                           
TABLE OF CONTENTS
                                           
                                                                           Page


                                      ARTICLE I

                                     DEFINITIONS

     Section 1.1    Definitions. . . . . . . . . . . . . . . . . . . . . . .  2
     Section 1.2    Rules of Interpretation. . . . . . . . . . . . . . . . .  8


                                      ARTICLE II

              CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL

     Section 2.1    Series 1996-C Credit Enhancement Fee . . . . . . . . . .  8
     Section 2.2    Series Supplements . . . . . . . . . . . . . . . . . . .  9
     Section 2.3    Grant of Security Interest by OFL and the Seller . . . .  9


                                     ARTICLE III

                                    SPREAD ACCOUNT

     Section 3.1    Establishment of Series 1996-C Spread Account; Initial
                    Deposit into Series 1996-C Spread Account  . . . . . . . 10
     Section 3.2    Spread Account Additional Deposits . . . . . . . . . . . 10
     

                                      ARTICLE IV

                                    MISCELLANEOUS
     Section 4.1    Further Assurances . . . . . . . . . . . . . . . . . . . 10
     Section 4.2    Governing Law. . . . . . . . . . . . . . . . . . . . . . 10
     Section 4.3    Counterparts . . . . . . . . . . . . . . . . . . . . . . 11
     Section 4.4    Headings . . . . . . . . . . . . . . . . . . . . . . . . 11

<PAGE>

                               SERIES 1996-C SUPPLEMENT

     SERIES 1996-C SUPPLEMENT, dated as of September 12, 1996 (the "Series 
1996-C Supplement"), by and among OLYMPIC FINANCIAL LTD., a Minnesota 
corporation ("OFL"), OLYMPIC RECEIVABLES FINANCE CORP., a Delaware 
corporation (the "Seller"), FINANCIAL SECURITY ASSURANCE INC., a New York 
stock insurance company ("Financial Security"), and NORWEST BANK MINNESOTA, 
NATIONAL ASSOCIATION, a national banking association, in its capacities as 
Trustee under each Pooling and Servicing Agreement and as Indenture Trustee 
under each Indenture referred to in the Spread Account Agreement (as defined 
below), in such capacity as agent for the Noteholders and Certificateholders 
with respect to the related Series (in each of such capacities, the 
"Trustee") and as Collateral Agent hereunder.

                                       RECITALS

     1.   The parties hereto have previously entered into a Spread Account 
Agreement, dated as of March 25, 1993, as amended and restated as of 
September 12, 1996 (the "Spread Account Agreement"), and, as contemplated by 
Section 2.02 of the Spread Account Agreement, this Series 1996-C Supplement 
constitutes a Series Supplement to the Spread Account Agreement so that 
hereafter this Series 1996-C Supplement shall form a part of the Spread 
Account Agreement for all purposes thereof, and all references herein and 
hereafter to the Spread Account Agreement shall mean the Spread Account 
Agreement, as supplemented hereby.

     2.   Olympic Automobile Receivables Trust, 1996-C (the "Series 1996-C 
Trust") is being formed contemporaneously herewith pursuant to the Series 
1996-C Trust Agreement (as defined herein).

     3.   Pursuant to the Series 1996-C Sale and Servicing Agreement, the 
Seller is selling to the Series 1996-C Trust all of its right, title and 
interest in and to the Initial Receivables (as defined in the Series 1996-C 
Sale and Servicing Agreement) and certain other Trust Property (as defined in 
the Series 1996-C Trust Agreement).

     4.   Pursuant to the Series 1996-C Trust Agreement, the Series 1996-C 
Trust is issuing the Series 1996-C Certificates (as defined herein).  
Pursuant to the Series 1996-C Indenture, the Series 1996-C Trust is issuing 
the Series 1996-C Notes (as defined herein).

     5.   The Seller has requested that Financial Security issue the Series 
1996-C Note Policy to the Trustee to guarantee payment of the Scheduled 
Payments (as defined in such Policy) on each Payment Date in respect of the 
Series 1996-C Notes, and has requested that Financial Security issue the 
Series 1996-C Certificate Policy to Mellon Bank (DE), National Association, 
as Owner Trustee under the Series 1996-C Trust Agreement, to guarantee 
payment of the Guaranteed Distributions (as defined in such Policy) on each 
Distribution Date in respect of the Series 1996-C Certificates.


<PAGE>

     6.   In partial consideration of the issuance of the Series 1996-C Note 
Policy and the Series 1996-C Certificate Policy, the Seller has agreed that 
Financial Security shall have certain rights as Controlling Party, to the 
extent set forth in the Spread Account Agreement and the Series 1996-C 
Indenture.

     7.   The Seller is a wholly owned special purpose subsidiary of OFL.  
The Series 1996-C Trust has agreed to pay the Series 1996-C Credit 
Enhancement Fee to the Seller in consideration of the obligations of the 
Seller and OFL pursuant hereto and in consideration of the obligations of OFL 
pursuant to the Series 1996-C Insurance Agreement (such obligations forming 
part of the Series 1996-C Insurer Secured Obligations as referred to herein). 
 The Series 1996-C Insurer Secured Obligations form part of the consideration 
to Financial Security for its issuance of the Series 1996-C Policies.

     8.   In order to secure the performance of the Series 1996-C Secured 
Obligations, to further effect and enforce the subordination provisions to 
which the Series 1996-C Credit Enhancement Fee is subject, and in 
consideration of the receipt of the Series 1996-C Credit Enhancement Fee, OFL 
and the Seller have agreed to pledge the Series 1996-C Collateral as 
Collateral to the Collateral Agent for the benefit of Financial Security and 
for the benefit of the Trustee on behalf of the Trust, upon the terms and 
conditions set forth herein.

                                      AGREEMENTS

     In consideration of the premises, and for other good and valuable 
consideration, the adequacy, receipt and sufficiency of which are hereby 
acknowledged, the parties hereto agree as follows:

                                       ARTICLE I

                                     DEFINITIONS

     Section 1.1    DEFINITIONS.  All terms defined in Section 1.1 of the 
Series 1996-C Sale and Servicing Agreement shall have the same meaning with 
respect to this Series 1996-C Supplement.  The following terms shall have the 
following meanings:

     "COLLECTION ACCOUNT SHORTFALL" means, with respect to Series 1996-C and 
any Distribution Date, the Deficiency Claim Amount, as defined in the Series 
1996-C Sale and Servicing Agreement, with respect to such Distribution Date.

     "DEEMED CURED" means, (a) with respect to a Trigger Event that has 
occurred pursuant to clause (i) of the definition thereof, as of a 
Determination Date with respect to Series 1996-C, that no Trigger Event as 
specified in clause (i) of the definition thereof with respect to such Series 
shall have occurred as of such Determination Date or as of any of the five 
consecutively preceding Determination Dates, and (b) with respect to a 
Trigger Event that has occurred pursuant to clause (ii) or clause (iii) of 
the definition thereof, as of the next Determination Date

                                      2

<PAGE>

which occurs in a calendar month which is a multiple of three months 
succeeding the Series 1996-C Closing Date, that no such clause (ii) or clause 
(iii) Trigger Event with respect to such Series shall have occurred as of 
such Determination Date.

     "INITIAL PRINCIPAL AMOUNT" means $508,992,447.05 with respect to Series 
1996-C.

     "INITIAL SPREAD ACCOUNT DEPOSIT" means $7,250,000 for Series 1996-C.

     "INITIAL SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series 
1996-C and any Distribution Date, an amount equal to the greater of (i) 7% of 
the Series 1996-C Balance as of the close of business on such Distribution 
Date and (ii) the Spread Account Minimum Amount as of the close of business 
on such Distribution Date.

     "SERIES 1996-C BALANCE" means, with respect to Series 1996-C and any 
Distribution Date, the sum of the aggregate principal amount of the Series 
1996-C Notes and the Certificate Balance with respect to Series 1996-C 
Certificates as of such Distribution Date (after giving effect to the 
distributions in respect of principal on the Notes and on the Certificates 
made on such Distribution Date).

     "SERIES 1996-C CERTIFICATE POLICY" means the financial guaranty 
insurance policy issued by Financial Security with respect to the Series 
1996-C Certificates.

     "SERIES 1996-C CERTIFICATES" means the Certificates issued on the date 
hereof pursuant to the Series 1996-C Trust Agreement.

     "SERIES 1996-C COLLATERAL" has the meaning specified in Section 2.3(a) 
hereof.

     "SERIES 1996-C CREDIT ENHANCEMENT FEE" means the amount distributable on 
each Distribution Date pursuant to Section 4.6(viii) and (ix) of the Series 
1996-C Sale and Servicing Agreement.

     "SERIES 1996-C INDENTURE" means the Indenture, dated as of September 1, 
1996, among the Series 1996-C Trust, the Trustee and the Indenture Collateral 
Agent.

     "SERIES 1996-C NOTE POLICY" means the financial guaranty insurance 
policy issued by Financial Security with respect to the Series 1996-C Notes.

     "SERIES 1996-C NOTES" means the Class A-1, Class A-2, Class A-3, Class 
A-4 and Class A-5 Notes issued pursuant to the Series 1996-C Indenture.

     "SERIES 1996-C OWNER TRUSTEE" means Mellon Bank (DE), National 
Association, not in its individual capacity but solely as Owner Trustee, or 
its successor in interest, and any successor Owner Trustee appointed as 
provided in the Series 1996-C Trust Agreement.

                                      3

<PAGE>

     "SERIES 1996-C RECEIVABLE" means each Receivable referenced on the 
Schedule of Receivables attached to the Series 1996-C Sale and Servicing 
Agreement, as supplemented from time to time during the Funding Period by one 
or more Subsequent Transfer Agreements.

     "SERIES 1996-C RESERVE ACCOUNT" means the Reserve Account established 
pursuant to Section 4.1(d) of the Series 1996-C Sale and Servicing Agreement.

     "SERIES 1996-C SALE AND SERVICING AGREEMENT" means the Sale and 
Servicing Agreement, dated as of September 1, 1996, and attached hereto as 
Exhibit A, among the Series 1996-C Trust, OFL, in its individual capacity and 
as Servicer, the Seller and the Backup Servicer, as such agreement may be 
supplemented, amended or modified from time to time.

     "SERIES 1996-C SECURED OBLIGATIONS" means the Insurer Secured 
Obligations and the Trustee Secured Obligations with respect to Series 1996-C.

     "SERIES 1996-C SECURITIES" means the Series 1996-C Notes and the Series 
1996-C Certificates, collectively.

     "SERIES 1996-C SPREAD ACCOUNT" means the Spread Account established 
pursuant to Section 3.1(a) hereof.

     "SERIES 1996-C SUPPLEMENT" means this Series 1996-C Supplement which 
constitutes a Series Supplement to the Spread Account Agreement.

     "SERIES 1996-C TRUST AGREEMENT" means the Trust Agreement, dated as of 
September 1, 1996, among the Seller, Olympic First GP Inc., Olympic Second GP 
Inc., Financial Security and the Series 1996-C Owner Trustee.

     "SPREAD ACCOUNT ADDITIONAL DEPOSIT" means, with respect to Series 1996-C 
and any Subsequent Transfer Date, an amount equal to 0.00% of the aggregate 
Principal Balance (as of the related Subsequent Cutoff Date) of the 
Subsequent Receivables being transferred to the Series 1996-C Trust on such 
Subsequent Transfer Date or such greater amount as required by the Rating 
Agencies to confirm that the rating assigned to the Series 1996-C Notes and 
the Series 1996-C Certificates will be in the highest category by such Rating 
Agencies.

     "SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series 1996-C and 
any Distribution Date:

            (i)     if no Insurance Agreement Event of Default with respect to
     Series 1996-C has occurred and is continuing, no Capture Event has occurred
     and is continuing, no Trigger Event has occurred on the related
     Determination Date, and if any Trigger Event with respect to Series 1996-C
     has occurred as of a prior Determination Date, such Trigger Event is Deemed
     Cured as of the related Determination Date, the Initial Spread Account
     Maximum Amount with respect to Series 1996-C and such Distribution Date;

                                      4

<PAGE>


           (ii)     if (A) a Trigger Event with respect to Series 1996-C has
     occurred as of the Determination Date or (B) a Trigger Event with respect
     to Series 1996-C has occurred as of a prior Distribution Date and is not
     Deemed Cured as of the related Determination Date, and no Insurance
     Agreement Event of Default with respect to Series 1996-C has occurred and
     is continuing and no Capture Event has occurred and is continuing, the
     Spread Account Maximum Amount shall be equal to the greater of (i) 10% of
     the Series 1996-C Balance as of the close of business on such Distribution
     Date and (ii) the Spread Account Minimum Amount as of the close of business
     on such Distribution Date; or

          (iii)     if (A) an Insurance Agreement Event of Default with respect
     to Series 1996-C has occurred and is continuing or (B) a Capture Event has
     occurred and is continuing as of the related Determination Date, the Spread
     Account Maximum Amount shall be equal to the greater of (i) 25% of the
     Series 1996-C Balance as of the close of business on such Distribution Date
     and (ii) the Spread Account Minimum Amount as of the close of business on
     such Distribution Date.

     "SPREAD ACCOUNT MINIMUM AMOUNT" means, with respect to Series 1996-C and
any Distribution Date, an amount equal to the greater of:

       (i)     $100,000, and

      (ii)     the lesser of:

               (A)  1% of the Initial Principal Amount of Series 1996-C, and

               (B)  the Series 1996-C Balance.

     "SPREAD ACCOUNT WITHDRAWAL FLOOR" means, with respect to Series 1996-C and
any Determination Date, an amount equal to the greater of:

       (i)     the Spread Account Minimum Amount, and

      (ii)     3% of the Series 1996-C Balance.

     "TRIGGER EVENT" means, with respect to Series 1996-C and as of a
Determination Date, the occurrence of any of the following events:

       (i)     the Average Delinquency Ratio for such Determination Date shall
               be 5.9% or greater;

      (ii)     the Cumulative Default Rate shall be equal to or greater than (A)
               2.60%, with respect to any Determination Date occurring prior to
               or during the third calendar month succeeding the Series 1996-C
               Closing Date, (B) 4.71%, with respect to any Determination Date
               occurring after the third, and prior to or during the 6th,
               calendar month succeeding the Series 1996-


                                             5

<PAGE>

               C Closing Date, (C) 6.55%, with respect to any Determination 
               Date occurring after the 6th, and prior to or during the 9th, 
               calendar month succeeding the Series 1996-C Closing Date, (D) 
               8.03%, with respect to any Determination Date occurring after 
               the 9th, and prior to or during the 12th, calendar month 
               succeeding the Series 1996-C Closing Date, (E) 8.73%, with 
               respect to any Determination Date occurring after the 12th, 
               and prior to or during the 15th, calendar month succeeding the 
               Series 1996-C Closing Date, (F) 9.63%, with respect to any 
               Determination Date occurring after the 15th, and prior to or 
               during the 18th, calendar month succeeding the Series 1996-C 
               Closing Date, (G) 10.45%, with respect to any Determination 
               Date occurring after the 18th, and prior to or during the 
               21st, calendar month succeeding the Series 1996-C Closing 
               Date, (H) 11.10%, with respect to any Determination Date 
               occurring after the 21st, and prior to or during the 24th, 
               calendar month succeeding the Series 1996-C Closing Date, (I) 
               11.68%, with respect to any Determination Date occurring after 
               the 24th, and prior to or during the 27th, calendar month 
               succeeding the Series 1996-C Closing Date, (J) 12.18%, with 
               respect to any Determination Date occurring after the 27th, 
               and prior to or during the 30th, calendar month succeeding the 
               Series 1996-C Closing Date, (K) 12.54%, with respect to any 
               Determination Date occurring after the 30th, and prior to or 
               during the 33rd, calendar month succeeding the Series 1996-C 
               Closing Date, (L) 12.82%, with respect to any Determination 
               Date occurring after the 33rd, and prior to or during the 
               36th, calendar month succeeding the Series 1996-C Closing 
               Date, (M) 13.04%, with respect to any Determination Date 
               occurring after the 36th, and prior to or during the 39th, 
               calendar month succeeding the Series 1996-C Closing Date, (N) 
               13.19%, with respect to any Determination Date occurring after 
               the 39th, and prior to or during the 42nd, calendar month 
               succeeding the Series 1996-C Closing Date, (O) 13.33%, with 
               respect to any Determination Date occurring after the 42nd, 
               and prior to or during the 45th calendar month succeeding the 
               Series 1996-C Closing Date, (P) 13.44%, with respect to any 
               Determination Date occurring after the 45th, and prior to or 
               during the 48th, calendar month succeeding the Series 1996-C 
               Closing Date, (Q) 13.50%, with respect to any Determination 
               Date occurring after the 48th, and prior to or during the 
               51st, calendar month succeeding the Series 1996-C Closing 
               Date, (R) 13.56%, with respect to any Determination Date 
               occurring after the 51st, and prior to or during the 54th, 
               calendar month succeeding the Series 1996-C Closing Date, (S) 
               13.60%, with respect to any Determination Date occurring after 
               the 54th, and prior to or during the 57th, calendar month 
               succeeding the Series 1996-C Closing Date, (T) 13.64%, with 
               respect to any Determination Date occurring after the 57th, 
               and prior to or during the 60th, calendar month succeeding the 
               Series 1996-C Closing Date, (U) 13.65%, with respect to any 
               Determination Date occurring after the 60th, and prior to or 
               during the 63rd, calendar month succeeding the Series 1996-C 
               Closing Date, (V) 13.67%, with respect to any Determination 

               
                                            6


<PAGE>
               Date occurring after the 63rd, and prior to or during the 66th, 
               calendar month succeeding the Series 1996-C Closing 
               Date, (W) 13.69%, with respect to any Determination Date 
               occurring after the 66th, and prior to or during the 69th, 
               calendar month succeeding the Series 1996-C Closing Date, or 
               (X) 13.71%, with respect to any Determination Date occurring 
               after the 69th calendar month succeeding the Series 1996-C 
               Closing Date; or
               
     (iii)     the Cumulative Net Loss Rate shall be equal to or greater than
               (A) 1.31%, with respect to any Determination Date occurring prior
               to or during the third calendar month succeeding the Series 1996-
               C Closing Date, (B) 2.28%, with respect to any Determination Date
               occurring after the third, and prior to or during the 6th,
               calendar month succeeding the Series 1996-C Closing Date, (C)
               3.08%, with respect to any Determination Date occurring after the
               6th, and prior to or during the 9th, calendar month succeeding
               the Series 1996-C Closing Date, (D) 3.66%, with respect to any
               Determination Date occurring after the 9th, and prior to or
               during the 12th, calendar month succeeding the Series 1996-C
               Closing Date, (E) 3.98%, with respect to any Determination Date
               occurring after the 12th, and prior to or during the 15th,
               calendar month succeeding the Series 1996-C Closing Date, (F)
               4.29%, with respect to any Determination Date occurring after the
               15th, and prior to or during the 18th, calendar month succeeding
               the Series 1996-C Closing Date, (G) 4.54%, with respect to any
               Determination Date occurring after the 18th, and prior to or
               during the 21st, calendar month succeeding the Series 1996-C
               Closing Date, (H) 4.75%, with respect to any Determination Date
               occurring after the 21st, and prior to or during the 24th,
               calendar month succeeding the Series 1996-C Closing Date, (I)
               4.92%, with respect to any Determination Date occurring after the
               24th, and prior to or during the 27th, calendar month succeeding
               the Series 1996-C Closing Date, (J) 5.08%, with respect to any
               Determination Date occurring after the 27th, and prior to or
               during the 30th, calendar month succeeding the Series 1996-C
               Closing Date, (K) 5.18%, with respect to any Determination Date
               occurring after the 30th, and prior to or during the 33rd,
               calendar month succeeding the Series 1996-C Closing Date, (L)
               5.28%, with respect to any Determination Date occurring after the
               33rd, and prior to or during the 36th, calendar month succeeding
               the Series 1996-C Closing Date, (M) 5.35%, with respect to any
               Determination Date occurring after the 36th, and prior to or
               during the 39th, calendar month succeeding the Series 1996-C
               Closing Date, (N) 5.42%, with respect to any Determination Date
               occurring after the 39th, and prior to or during the 42nd,
               calendar month succeeding the Series 1996-C Closing Date, (O)
               5.48%, with respect to any Determination Date occurring after the
               42nd, and prior to or during the 45th calendar month succeeding
               the Series 1996-C Closing Date, (P) 5.52%, with respect to any
               Determination Date occurring after the 45th, and prior to or
               during the 48th, calendar month succeeding the Series

                                             7

<PAGE>

               1996-C Closing Date, (Q) 5.55%, with respect to any 
               Determination Date occurring after the 48th, and prior to or 
               during the 51st, calendar month succeeding the Series 1996-C 
               Closing Date, (R) 5.58%, with respect to any Determination 
               Date occurring after the 51st, and prior to or during the 
               54th, calendar month succeeding the Series 1996-C Closing 
               Date, (S) 5.61%, with respect to any Determination Date 
               occurring after the 54th, and prior to or during the 57th, 
               calendar month succeeding the Series 1996-C Closing Date, (T) 
               5.63%, with respect to any Determination Date occurring after 
               the 57th, and prior to or during the 60th, calendar month 
               succeeding the Series 1996-C Closing Date, (U) 5.64%, with 
               respect to any Determination Date occurring after the 60th, 
               and prior to or during the 63rd, calendar month succeeding the 
               Series 1996-C Closing Date, (V) 5.66%, with respect to any 
               Determination Date occurring after the 63rd, and prior to or 
               during the 66th, calendar month succeeding the Series 1996-C 
               Closing Date, (W) 5.67%, with respect to any Determination 
               Date occurring after the 66th, and prior to or during the 
               69th, calendar month succeeding the Series 1996-C Closing 
               Date, or (X) 5.69%, with respect to any Determination Date 
               occurring after the 69th calendar month succeeding the Series 
               1996-C Closing Date.
               

     Section 1.2    RULES OF INTERPRETATION.  The terms "hereof," "herein,"
"hereto" or "hereunder," unless otherwise modified by more specific reference,
shall refer to this Series 1996-C Supplement.  Unless otherwise indicated in
context, the terms "Article," "Section" or "Exhibit" shall refer to an Article
or Section of, or Exhibit to, this Series 1996-C Supplement.  The definition of
a term shall include the singular, the plural, the past, the present, the
future, the active and the passive forms of such term.  A term defined herein
and used herein preceded by a Series designation, shall mean such term as it
relates to the Series designated.


                                      ARTICLE II

              CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL

     Section 2.1    SERIES 1996-C CREDIT ENHANCEMENT FEE.  The Series 1996-C
Sale and Servicing Agreement provides for the payment to the Seller of the
Series 1996-C Credit Enhancement Fee, to be paid to the Seller by distribution
of such amounts to the Collateral Agent for deposit and distribution pursuant to
this Agreement.  The Seller and OFL hereby agree that payment of the Series
1996-C Credit Enhancement Fee in the manner and subject to the conditions set
forth herein and in the Series 1996-C Sale and Servicing Agreement is adequate
consideration and the exclusive consideration to be received by the Seller or
OFL for the obligations of the Seller pursuant hereto and the obligations of OFL
pursuant hereto (including, without limitation, the transfer by the Seller to
the Collateral Agent of the Initial Spread Account Deposit with respect to
Series 1996-C) and pursuant to the Series 1996-C Insurance Agreement.  The
Seller and OFL hereby agree with the Trustee and with Financial Security that
payment of the Series 1996-C Credit Enhancement Fee to the Seller is expressly
conditioned on subordination of the Series 1996-C Credit Enhancement Fee to
payments on the Notes (if any)

                                       8

<PAGE>


and Certificates of any Series, payments of amounts due to Financial Security 
and the other obligations of the Trusts, in each case to the extent provided 
in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the 
related Sale and Servicing Agreement, as applicable, and Section 3.03 of the 
Spread Account Agreement, and the Security Interest of the Secured Parties in 
the Series 1996-C Collateral is intended to effect and enforce such 
subordination and to provide security for the Series 1996-C Secured 
Obligations and subject to the terms hereof the Secured Obligations with 
respect to other Series.

     Section 2.2    SERIES SUPPLEMENTS.  As provided in and subject to the
conditions specified in Section 2.02 of the Spread Account Agreement, the
parties hereto are entering into this Series 1996-C Supplement with respect to
the Series 1996-C Securities.

     Section 2.3    GRANT OF SECURITY INTEREST BY OFL AND THE SELLER.

     (a)  In order to secure the performance of the Secured Obligations with
respect to each Series, the Seller (and OFL, to the extent it may have any
rights therein) hereby pledges, assigns, grants, transfers and conveys to the
Collateral Agent, on behalf of and for the benefit of the Secured Parties to
secure the Secured Obligations, a lien on and security interest in (which lien
and security interest is intended to be prior to all other liens, security
interests or other encumbrances), all of its right, title and interest in and to
the following (all being collectively referred to herein as the "Series 1996-C
Collateral"):

            (i)     the Series 1996-C Credit Enhancement Fee and all rights and
     remedies that the Seller may have to enforce payment of the Series 1996-C
     Credit Enhancement Fee whether under the Series 1996-C Sale and Servicing
     Agreement or otherwise;

           (ii)     the Series 1996-C Spread Account established pursuant to
     Section 3.1 of this Series 1996-C Supplement and Section 3.01 of the Spread
     Account Agreement, and each other account owned by the Seller and
     maintained by the Collateral Agent (including, without limitation, all
     monies, checks, securities, investments and other documents from time to
     time held in or evidencing any such accounts);

          (iii)     all of the Seller's right, title and interest in and to
     investments made with proceeds of the property described in clauses (i) and
     (ii) above, or made with amounts on deposit in the Series 1996-C Spread
     Account; and

           (iv)     all distributions, revenues, products, substitutions,
     benefits, profits and proceeds, in whatever form, of any of the foregoing.

     (b)  In order to effectuate the provisions and purposes of this Series
1996-C Supplement, including for the purpose of perfecting the security
interests granted hereunder, the Seller represents and warrants that it has,
prior to the execution of this Series 1996-C Supplement, executed and filed an
appropriate Uniform Commercial Code financing statement in Minnesota sufficient
to ensure that the Collateral Agent, as agent for the Secured Parties, has 

                                      9

<PAGE>

a first priority perfected security interest in all Series 1996-C Collateral 
which can be perfected by the filing of a financing statement.

                                     ARTICLE III

                                    SPREAD ACCOUNT

     Section 3.1    ESTABLISHMENT OF SERIES 1996-C SPREAD ACCOUNT; INITIAL
DEPOSIT INTO SERIES 1996-C SPREAD ACCOUNT.

     (a)  On or prior to the Closing Date relating to the Series 1996-C 
Certificates, the Collateral Agent shall establish with respect to Series 
1996-C, at its office or at another depository institution or trust company, 
an Eligible Account, designated "Spread Account--Series 1996-C--Norwest Bank 
Minnesota, National Association, as Collateral Agent for Financial Security 
Assurance Inc. and another Secured Party" (the "Series 1996-C Spread 
Account").

     (b)  On the Closing Date relating to the Series 1996-C, the Collateral
Agent shall deposit the Initial Spread Account Deposit with respect to Series
1996-C received from the Seller into the Series 1996-C Spread Account.

     Section 3.2    SPREAD ACCOUNT ADDITIONAL DEPOSITS.  On each Subsequent
Transfer Date, the Series 1996-C Trust will, pursuant to Section 2.4 of the
Series 1996-C Sale and Servicing Agreement, deliver on behalf of the Seller the
Spread Account Additional Deposit for such Subsequent Transfer Date to the
Collateral Agent.  The Collateral Agent shall deposit each such Spread Account
Additional Deposit received from the Series 1996-C Trust into the Series 1996-C
Spread Account.


                                      ARTICLE IV

                                    MISCELLANEOUS

     Section 4.1    FURTHER ASSURANCES.  Each party hereto shall take such
action and deliver such instruments to any other party hereto, in addition to
the actions and instruments specifically provided for herein, as may be
reasonably requested or required to effectuate the purpose or provisions of this
Series 1996-C Supplement or to confirm or perfect any transaction described or
contemplated herein.

     Section 4.2    GOVERNING LAW.  This Series 1996-C Supplement shall be
governed by and construed, and the obligations, rights and remedies of the
parties hereunder shall be determined, in accordance with the laws of the State
of New York.

                                         10

<PAGE>

     Section 4.3    COUNTERPARTS.  This Series 1996-C Supplement may be executed
in two or more counterparts by the parties hereto, and each such counterpart
shall be considered an original and all such counterparts shall constitute one
and the same instrument.

     Section 4.4    HEADINGS.  The headings of sections and paragraphs and the
Table of Contents contained in this Series 1996-C Supplement are provided for
convenience only.  They form no part of this Series 1996-C Supplement and shall
not affect its construction or interpretation.



                                          11

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Series 1996-C
Supplement as of the date set forth on the first page hereof.

     OLYMPIC FINANCIAL LTD.


     By /s/ John A. Witham
       -------------------------------------------
          John A. Witham
          Executive Vice President and
            Chief Financial Officer  


     OLYMPIC RECEIVABLES FINANCE CORP.


     By /s/ John A. Witham
       -------------------------------------------
        John A. Witham
          Senior Vice President and
            Chief Financial Officer   


     FINANCIAL SECURITY ASSURANCE INC.


     By /s/ illegible signature 
       -------------------------------------------
          Authorized Officer


     NORWEST BANK MINNESOTA, NATIONAL
          ASSOCIATION, as Trustee


     By /s/ Thomas D. Wraalstad
       -------------------------------------------
          Thomas D. Wraalstad
          Corporate Trust Officer


     NORWEST BANK MINNESOTA, NATIONAL
          ASSOCIATION, as Collateral Agent


     By /s/ Thomas D. Wraalstad
       -------------------------------------------
          Thomas D. Wraalstad
          Corporate Trust Officer